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Tournigan Arranges Sale of Non-Core Assets in Northern Ireland
and the USA
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Vancouver, October 2, 2008 - Tournigan Energy Ltd. (TVC:TSX-V;
TGP:Frankfurt) ("Tournigan" or the "Company") has arranged to sell its
wholly-owned subsidiaries Dalradian Gold Limited ("Dalradian") and
Tournigan USA Inc. ("TVC-USA"). Tournigan has signed a letter
agreement with C3 Resources Inc. ("C3") whereby C3 will acquire
Dalradian for C$13 million (the "Dalradian Transaction"). Tournigan
has also signed a letter agreement with Fischer-Watt Gold Company, Inc.
("Fischer-Watt") whereby Fischer-Watt will acquire TVC-USA for an
earn-in structure and certain deferred cash payments (the "TVC-USA
Transaction"). The Curraghinalt Gold Project in Northern Ireland
(Dalradian) and the uranium exploration licenses in the USA (TVC-USA)
are non-core assets of Tournigan. The Company's focus is on the
development of its prospective mineral properties in Slovakia, notably
its Kuriskova Uranium Project.
Strategic Benefits of the Transactions to Tournigan
In a letter to shareholders dated September 3, 2008, Dorian L. (Dusty)
Nicol, the Company's President and CEO stated that "As our name states,
our primary focus is energy. Our most significant properties are
located in Slovakia.... While we will always be aggressive in
following opportunities as we identify them, we will not allow
ourselves to be distracted from our objective: to become a premier
mid-tier explorer, developer and producer of uranium." The sale of
Dalradian and TVC-USA will allow Tournigan to focus its financial and
management resources on achieving its primary objective of developing
its core uranium properties in Slovakia.
Although Tournigan continues to maintain a strong balance sheet with no
debt and a current cash balance of approximately C$13 million, the cash
funds from the Dalradian Transaction will provide Tournigan with even
greater financial security and an increased ability to progress its
core Slovak properties.
Tournigan remains confident in the potential of the Curraghinalt Gold
Project in Northern Ireland (Dalradian) and the uranium exploration
licenses in the USA (TVC-USA), but believes these assets will be better
progressed as core assets of C3 and Fischer-Watt, respectively, rather
than as non-core assets of Tournigan. Both transactions have been
structured to allow Tournigan shareholders continued participation in
the potential upside of these projects without requiring further
financial or human capital investment by Tournigan. On completion of
the Dalradian Transaction, Tournigan will hold the C3 Note (as defined
below), which will either convert into shares of C3 or be redeemed for
cash. As a result, Tournigan will either retain an indirect interest
in the Curraghinalt Gold Project or will receive full cash value for
it. Under the terms of the TVC-USA Transaction, Tournigan will hold a
carried interest in the TVC-USA properties that will effectively grant
Tournigan an option to participate in any eventual producing project
without further investment until such time as the project is deemed
feasible.
Dalradian Transaction
Under the terms of the Dalradian Transaction, C3 will pay Tournigan
C$6.5 million in cash on closing, plus C$6.5 million in the form of a
convertible redeemable note (the "C3 Note"), plus a working capital
adjustment. The C3 Note, which is secured by all the issued and
outstanding shares of Dalradian, will be due in one year following
closing and will be interest free for the first six months and bear
interest at a rate of 10% per annum thereafter. The C3 Note will be
convertible at any time at Tournigan's option into shares of C3 at a
conversion price equal to the price of shares to be offered and sold by
C3 under a concurrent private placement offering (the "C3 Offering").
The C3 Note will also be convertible at the option of C3 following the
completion of any transaction which results in the listing of C3's
shares on the TSX Venture Exchange, the Toronto Stock Exchange, or
another mutually acceptable public stock exchange. C3 has agreed to
pay Tournigan a C$375,000 non-refundable deposit that is creditable
against the final cash consideration.
The Dalradian Transaction is binding and includes a commitment by
Tournigan to not solicit alternative transactions. A break fee of
C$375,000 is payable to C3 under certain conditions.
Tournigan's management will continue to supervise the day-to-day
operations of Dalradian during the transaction period in consultation
with C3.
The Dalradian Transaction is subject to completion of mutual
confirmatory due diligence, definitive documentation, regulatory and
third-party approvals (including the approval of the TSX Venture
Exchange), the successful completion of the C3 Offering, approval from
the respective boards of directors and the satisfaction of other
customary conditions. The Dalradian Transaction is expected to close
by mid December 2008.
C3 is a private, gold-focused, exploration and development company with
corporate offices in Elko, Nevada and Toronto, Ontario. C3's objective
is to rapidly develop into an advanced exploration and development
company with a diversified portfolio of projects by completing
strategic acquisitions of advanced projects and aggressively
identifying and developing its own exploration projects. C3's current
properties include 10 exploration projects in North-Central Nevada. C3
is planning to grow its resource base to more than five million ounces
of gold within the next two years.
TVC-USA Transaction
Under the terms of the TVC-USA Transaction, Fischer-Watt will grant
Tournigan a 30% carried interest in respect of each TVC-USA property up
to the completion of a feasibility study for any project encompassing
any such property (a "Project"). Upon completion of a feasibility
study, Tournigan's carried interest in respect of such property will
convert into a 30% working interest in the Project or Tournigan will
have the option to dilute down to a 5% net profits interest. In
addition, Fischer-Watt will deliver to Tournigan at closing an
interest-free promissory note due August 31, 2009 in the amount of
approximately US$309,500 (being 100% of the September 1, 2008 federal
claim maintenance payments paid by TVC-USA). Fischer-Watt will also
secure the release of TVC-USA's reclamation bonds and reimburse
Tournigan by August 31, 2009 in the amount of US$930,000 less any
applicable reclamation costs.
The TVC-USA Transaction is binding.
Tournigan's management will continue to supervise the day-to-day
operations of TVC-USA during the transaction period in consultation
with Fischer-Watt.
The TVC-USA Transaction is subject to definitive documentation,
regulatory and third-party approvals (including the approval of the TSX
Venture Exchange), approval from the respective boards of directors and
the satisfaction of other customary conditions. The TVC-USA Transaction
is expected to close by December 2008.
Fischer-Watt (FWGO:OTCBB) is a Nevada-incorporated mineral exploration
and development company with an existing gold property in Arizona. The
Chairman, President and CEO of Fischer-Watt is Peter Bojtos, who is
also a standing director of Tournigan.
Advisors
Cormark Securities Inc. is acting as financial advisor to Tournigan
with respect to both Transactions.
Clarus Securities Inc. is acting as financial advisor to C3 with
respect to the Dalradian Transaction.
About Tournigan Energy Ltd.
Tournigan is a uranium and gold exploration and development company
that has built a portfolio of highly prospective assets in Europe. The
company has focused its development and obtained licences in Slovakia,
a member of the European Union since 2004. Slovakia is economically and
politically stable, has excellent infrastructure and an educated
population. Tournigan is committed to safe and sustainable exploration
and mine development in Slovakia and its other operational
jurisdictions.
On behalf of the Board of Directors of
TOURNIGAN ENERGY LTD.
"Dusty Nicol"
Dorian L. (Dusty) Nicol, President and CEO
Forward-looking statements: Certain of the statements made herein,
including any information as to the Company's future financial or
operating performance, may be forward-looking and subject to important
risk factors and uncertainties, many of which are beyond the
Corporation's ability to control or predict. Accordingly, readers
should not place undue reliance on forward-looking statements. The
Company undertakes no obligation to update publicly or release any
revisions to forward-looking statements to reflect events or
circumstances after the date of this document or to reflect the
occurrence of unanticipated events.
The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release.
For further information please contact: Knox Henderson, Tournigan
Investor Relations, at (604) 637-3563, or visit www.tournigan.com
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Copyright (c) 2008 TOURNIGAN ENERGY LTD. (TSXV-TVC) All rights
reserved. For more information visit our website at
http://www.tournigan.com/ or send mailto:info@tournigan.com
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